Item 5: Fees and Compensation
The fees applicable to each of the Funds are set forth in detail in the corresponding Offering
Documents. A brief summary of such fees is provided below.
Management Fee
Atlas Impact is paid an investment management fee (“Management Fee”) per annum of the
net asset value of the Funds.
The Fee will range from 1.25% to 1.75%.
The Investment Manager, in its sole discretion, may waive or modify the Management Fee for
any Investor.
Other Types of Fees or Expenses
Atlas Impact is authorized to incur and pay in the name and on behalf of the Funds all expenses
which they deem necessary or advisable.
The Firm is responsible for and shall pay, or cause to be paid, all of their own ordinary
administrative and overhead expenses, including, without limitation, all costs and expenses
related to rent, furniture, fixtures, equipment, office supplies, clerical expenses and all
salaries, bonuses and benefits paid to, or on behalf of, personnel of the Firm.
The Funds bear all other expenses, which include, without limitation, the following expenses
incurred by or allocable to the Funds: (a) organizational and offering expenses; (b) expenses
associated with all investments and transactions considered, evaluated and/or consummated
by the Funds, including, without limitation, those expenses incurred before the initial closing
of the Funds, including, without limitation, expenses associated with sourcing, negotiating,
investigating, researching, financing and structuring of investments and potential
investments, whether or not consummated, including, without limitation, third-party
research, data, analytics, modeling, structuring, pricing, execution and other third-party
information systems, software and service fees (including, without limitation, the expenses
with respect to data feeds, subscriptions, expert networks, political intelligence providers, and
reports); (c) research-related computer hardware and software expenses, including, without
limitation, Bloomberg terminals; (d) the Funds’ pro rata share of the Firm’s order management
system, portfolio management system and any other software used for accounting and/or
monitoring of the portfolio; (e) expenses associated with holding, financing, monitoring,
hedging, maintaining and disposing of all investments of the Funds and all transaction and
other costs associated therewith; (f) travel and related expenses associated with investments
and potential investments; (g) professional fees associated with investments and potential
investments, including, without limitation, consulting, due diligence, accounting, valuation,
financial, legal, and other advisory fees and expenses; (h) transaction fees, brokerage
commissions, custodial fees, clearing and settlement charges and similar fees and expenses
associated with the acquisition, disposition and settling of investments and potential
investments; (i) expenses associated with legal and regulatory filings of the Funds (j)
administrative, custodial, appraisal, valuation, legal, regulatory, compliance, consulting,
advisory and similar fees and expenses associated with the Funds’ operations, investments
and transactions, including, without limitation, fees and expenses of the Funds’ administrator;
(k) expenses incurred in connection with responding to requests or inquiries from any U.S.
federal, state, local or non-U.S. governmental entity or authority, regulatory body or self-
regulatory organization and all extraordinary expenses; (l) broken-deal, failed transaction,
break-up and similar fees, costs and expenses, if any; (m) costs and expenses of leverage or
any other borrowings of the Funds, including, without limitation, interest charges and fees;
(n) expenses incurred in the collection of monies owed to the Funds, as applicable; (o) auditing
and accounting expenses of the Funds, including, without limitation, expenses associated with
the preparation of financial statements, tax returns and Schedules K-1 and the fees and
expenses of the auditor; (p) any entity level taxes, fees or other governmental charges on the
Funds, including, without limitation, any withholding taxes not due to the status or
noncompliance of a particular Investor; (q) costs and expenses associated with investor
communications and reports and the delivery thereof to investors; (r) the costs of service
providers or software to measure or monitor risk metrics, to aggregate positions and/or to
provide reporting with respect to risk metrics and/or positions; (s) insurance expenses;
including, without limitation, directors’ and officers’ liability insurance, general partner
liability insurance, errors and omissions insurance and other policies, if any; (t) costs and
expenses (including, without limitation, entity-level taxes, fees or other governmental
charges) associated with the formation, organization and operation of any subsidiary, special
purpose vehicle, alternative investment vehicle, holding company, or similar entity formed
with respect to investments, credit facilities or other transactions entered into for the benefit
of the Funds; (u) wind-up, liquidation, termination and dissolution expenses; (v) costs, fees
and expenses related to registration, qualification and/or exemption under any applicable U.S.
federal, state, local or non-U.S. laws, rules or regulations, including, without limitation, blue
sky fees, Form D, Form 8.3, CFTC filings and notices and other securities and/or investment-
related filing expenses; (w) costs related to any transfers of interests in the Funds, unless
otherwise charged to or borne by the applicable transferor and/or transferee; (x) expenses
incurred in connection with the preparation of any amendment to the Funds’ governing
documents and/or Offering Documents; (y) expenses incurred in connection with pursuing,
defending or participating in any litigation, arbitration, mediation or similar proceeding by the
...